1. About these terms
Welcome. These Terms of Service (“Terms”) govern your use of the website at rapixsolutions.com (the “Website”) and any services provided by [BUSINESS_NAME] (ABN [ABN]), trading as RapiX Solutions (“RapiX”, “we”, “us”, “our”).
By using our Website or engaging us for work, you agree to these Terms. If you do not agree, please do not use the Website or engage us.
We have written these Terms in plain English on purpose. Where we use legal terms, we explain what they mean. If anything is unclear, contact us before you sign anything we would rather answer questions up front than after.
2. Definitions
- “Client” means the person or business engaging us under a Statement of Work.
- “Deliverables” means the final outputs we produce as part of a project (designs, websites, code, copy, content, campaigns, etc.).
- “Fees” means the amounts payable to us, set out in the Statement of Work.
- “Project” means the work described in a Statement of Work.
- “Statement of Work” (or “SOW”, “Proposal”, “Quote”) means the document we send you describing the scope, deliverables, timeline and fees for a specific project.
3. Our services
RapiX provides creative and marketing services, including branding, web development, graphic design, digital marketing, content writing and lead generation. The scope of work for any given project is defined in the Statement of Work for that project.
4. Engagement and quotes
When you ask for a quote, we will send you a written Statement of Work that sets out:
- The scope of work and deliverables
- The fixed fee (or hourly rate, where agreed)
- The timeline and milestones
- Payment terms
- Any assumptions, exclusions or dependencies
The engagement begins when you confirm the Statement of Work in writing (by email is fine) and pay the deposit, where one is required.
5. Your responsibilities
To deliver a project on time and on budget, we need your cooperation. You agree to:
- Provide a clear brief and any reference materials we need
- Provide content, assets, brand guidelines, logins or anything else listed as a dependency in the Statement of Work
- Respond to feedback requests within the timeframes agreed in the Statement of Work (usually 3–5 business days)
- Pay invoices on time
- Provide accurate information about your business, your customers and your goals
If a delay is caused by you not providing what we need, the project timeline and any related fees may need to be adjusted. We will tell you in writing before any change takes effect.
6. Fees and payment
6.1 Pricing
All fees are listed in Australian dollars and exclude GST unless stated otherwise. GST will be added where applicable.
6.2 Deposits
For most projects we ask for a deposit (typically 30–50% of the total fee) before work begins. The remaining balance is invoiced according to the schedule in the Statement of Work.
6.3 Payment terms
Invoices are payable within 14 days of the invoice date unless we have agreed otherwise in writing.
6.4 Late payment
If an invoice is overdue, we may:
- Pause work on your project until the invoice is paid
- Withhold delivery of final files or launch until the invoice is paid
- Charge interest on the overdue amount at a rate of 1.5% per month (or part month)
- Recover reasonable costs of collection, including legal fees
6.5 Out-of-scope work
If you ask for work that is not in the Statement of Work additional pages, design rounds beyond what is included, new features we will send you a written variation with the additional fee and timeline. Work on the variation only begins when you confirm it in writing.
6.6 Third-party costs
Some projects require paid third-party services (domain registration, premium plugins, stock photography, hosting, ad spend, etc.). Unless these are included in the Statement of Work, they are paid by you directly or on-charged at cost.
7. Intellectual property
7.1 Final deliverables
Once a project is paid in full, ownership of the final Deliverables transfers to you. You can use, modify, reproduce, distribute and display them however you like.
7.2 Until payment
Until a project is paid in full, we retain ownership of all Deliverables. You do not have permission to use them publicly until the final invoice is settled.
7.3 Working files and drafts
Working files (raw design files, code branches, draft copy, etc.) are included in your Deliverables where the Statement of Work says so. Otherwise we retain them as working assets.
7.4 Pre-existing materials
Anything we created before the project (our methods, code libraries, frameworks, templates) remains ours. We grant you a non-exclusive, perpetual licence to use them as embedded in your Deliverables.
7.5 Third-party assets
Stock photos, fonts, icons, plugins and similar third-party assets are licensed under their own terms (which we will share). You are responsible for keeping any ongoing licences current after the project ends.
7.6 Portfolio rights
Unless you ask us in writing not to, we may showcase the Deliverables in our portfolio, case studies, social media and award entries. We will not disclose confidential business information without your permission.
8. Confidentiality
We treat any non-public information you share with us as confidential, including business plans, customer data, financial information, strategy documents, and unreleased products.
We will not disclose your confidential information to third parties except as required to deliver the project (for example, sharing brand assets with a print supplier you have approved) or where the law requires.
We are happy to sign a separate Non-Disclosure Agreement (NDA) if you have one send it with your brief.
9. Warranties
We warrant that:
- We will perform the services with reasonable care and skill
- The Deliverables will substantially conform to the Statement of Work
- To the best of our knowledge, the Deliverables we create from scratch do not infringe any third party’s intellectual property rights
10. Disclaimers
Except for the warranties in Section 9, we do not warrant any specific business outcome. We cannot guarantee a website will rank #1 on Google, that a campaign will generate a specific number of leads, or that a brand will achieve a particular market position. We will use our skill and experience to give you the best chance of success but the result depends on many factors outside our control (market conditions, your existing audience, competitor activity, algorithm changes, your follow-through, etc.).
To the extent permitted by law, we exclude all other warranties, conditions and guarantees (express or implied) other than those that cannot be excluded under the Australian Consumer Law.
11. Australian Consumer Law
Nothing in these Terms excludes, restricts or modifies any consumer guarantee, right or remedy you have under the Australian Consumer Law or any other law that cannot be lawfully excluded.
Where our services are not of a kind ordinarily acquired for personal, domestic or household use, our liability for breach of a non-excludable consumer guarantee is limited (at our option) to re-supplying the services or paying for the re-supply of the services.
12. Limitation of liability
To the maximum extent permitted by law:
- Our total aggregate liability under or in connection with any project is limited to the total Fees paid by you for that project
- We are not liable for indirect, consequential or special losses including loss of profit, loss of revenue, loss of business opportunity, loss of data, or loss of goodwill even if we knew or should have known they were possible
13. Indemnity
You agree to indemnify us against any third-party claim that arises from:
- Content, assets, instructions or information you provide that infringes someone else’s rights
- Your use of the Deliverables in a way not contemplated by the Statement of Work
- Your breach of these Terms
14. Term and termination
14.1 Term
These Terms apply from the date you accept the first Statement of Work and continue until all projects under any Statement of Work are complete and all Fees are paid.
14.2 Termination by you
You may cancel a project at any time by giving us written notice. You remain liable for:
- All Fees for work completed up to the date of cancellation
- Any non-refundable third-party costs we have already committed to on your behalf
- Any cancellation fee set out in the Statement of Work
14.3 Termination by us
We may pause or terminate a project if you breach these Terms (for example, by not paying an overdue invoice after a reasonable warning) or if it becomes impossible for us to continue the work safely or ethically. We will give you written notice and a reasonable chance to fix the breach before we terminate.
15. Force majeure
Neither party is liable for delays or failures caused by events outside its reasonable control, including natural disasters, pandemics, cyber-attacks on critical infrastructure, government action or major internet outages. The affected party must notify the other as soon as practical and the parties will work together in good faith to find a workaround.
16. Governing law and disputes
These Terms are governed by the laws of Queensland, Australia. The parties submit to the non-exclusive jurisdiction of the courts of Queensland.
If a dispute arises, the parties agree to try to resolve it in good faith by direct discussion first. If that does not work within 14 days of written notice, either party may refer the dispute to mediation through the Resolution Institute (or another mediator the parties agree on) before starting any court proceedings.
17. General
17.1 Assignment
You may not assign your rights under these Terms without our written consent. We may assign our rights to any successor of our business with notice to you.
17.2 Variation
Any change to these Terms or a Statement of Work must be in writing and signed (or confirmed by email) by both parties.
17.3 Waiver
If we don’t enforce a right under these Terms straight away, that doesn’t mean we have waived it. A waiver is only effective if it is in writing.
17.4 Severability
If any part of these Terms is held to be invalid or unenforceable, the rest of the Terms continues in effect.
17.5 Entire agreement
These Terms, together with any Statement of Work signed between the parties, form the entire agreement between us about each project. Any previous proposals, emails or conversations are superseded.
18. Changes to these Terms
We may update these Terms from time to time. The “Last updated” date at the top of this page tells you when the current version took effect. Material changes will be communicated to active clients by email before the new version applies.
19. Contact
If you have any questions about these Terms, contact:
RapiX Solutions
Email: hello@rapixsolutions.com